EXECUTED IN 50 COUNTERPARTS OF
                                                WHICH THIS IS COUNTERPART  NO.







                          PENNSYLVANIA ELECTRIC COMPANY

                                       AND

          UNITED STATES TRUST COMPANY OF NEW YORK, SUCCESSOR TRUSTEE


                             --------------------


                             SUPPLEMENTAL INDENTURE

             (First Mortgage Bonds, Senior Note Series due 2002)


                             --------------------

                             Dated as of May 1, 2001


<PAGE>


                                TABLE OF CONTENTS


                                                                     PAGE

Parties................................................................ 1
Recitals............................................................... 1
Granting Clauses....................................................... 4
Excepted Property...................................................... 6
Habendum............................................................... 6
Subject Clause......................................................... 6
Grant in Trust......................................................... 6

ARTICLE I SENIOR NOTE SERIES BONDS....................................  7
   SECTION 1.01. Creation of Senior Note Series Bonds.................  7
   SECTION 1.02. Dating of Senior Note Series Bonds...................  7
   SECTION 1.03. Payment of Principal and Interest....................  7
   SECTION 1.04. Registration of Senior Note Series Bonds.............  8
   SECTION 1.05. Transferability and Assignability of Senior
                 Note Series Bonds...................................   8
   SECTION 1.06. Redemption of Senior Note Series Bonds...............  8
   SECTION 1.07. Release Date and Surrender...........................  8
ARTICLE II FORM OF THE SENIOR NOTE SERIES BONDS....................... 10
   SECTION 2.01. Form of Senior Note Series Bonds..................... 10
ARTICLE III MISCELLANEOUS............................................. 15
   SECTION 3.01. Covenants of the Company............................. 15
   SECTION 3.02. Indemnification of Trustee........................... 15
   SECTION 3.03. Table of Contents and Titles of Articles not Part.... 16
   SECTION 3.04. Original Indenture Confirmed as Amended
                 and Supplemented..................................... 16
   SECTION 3.05. Execution in Counterparts............................ 16

Names and Addresses of debtor and secured party....................... 15
Testimonium........................................................... 16
Signatures and seals.................................................. 16
Acknowledgments....................................................... 18
Certificate of Residence.............................................. 19
Schedule A........................................................... A-1


<PAGE>


SUPPLEMENTAL  INDENTURE,  dated as of May 1, 2001,  made and entered into by and
between  PENNSYLVANIA  ELECTRIC  COMPANY,  a corporation of the  Commonwealth of
Pennsylvania  (hereinafter  sometimes called the "Company"),  party of the first
part, and UNITED STATES TRUST COMPANY OF NEW YORK, a company organized under the
laws of the State of New York (hereinafter  sometimes called the "Trustee"),  as
successor trustee under the Mortgage and Deed of Trust hereinafter  referred to,
party of the second part.

      WHEREAS,  the Company  heretofore  executed and delivered its Mortgage and
Deed of Trust  (hereinafter  called the "Original  Indenture"),  dated as of the
first day of January,  1942, to Bankers Trust Company, as trustee, to secure the
First Mortgage Bonds of the Company, unlimited in aggregate principal amount and
issuable  in  series,  from  time to time,  in the  manner  and  subject  to the
conditions  set  forth in the  Mortgage  (as  hereinafter  defined)  and by said
Original Indenture granted and conveyed unto the Trustee,  upon the trusts, uses
and purposes specifically therein set forth, certain real estate, franchises and
other property therein  described,  including  property  acquired after the date
thereof, except as therein otherwise provided; and

      WHEREAS,  indentures  supplemental  to  and  amendatory  of  the  Original
Indenture  have been  executed  and  delivered  by the Company and the  Trustee,
namely,  Supplemental Indentures dated March 7, 1942, April 28, 1943, August 20,
1943, August 30, 1943, August 31, 1943, April 26, 1944, April 19, 1945,  October
25, 1945,  as of June 1, 1946, as of November 1, 1949, as of October 1, 1951, as
of August 1,  1952,  as of June 1, 1953,  as of March 1,  1954,  as of April 30,
1956, as of May 1, 1956, as of March 1, 1958, as of August 1, 1959, as of May 1,
1960, as of May 1, 1961, October 1, 1964,  November 1, 1966, as of June 1, 1967,
as of August 1, 1968,  as of May 1, 1969, as of April 1, 1970, as of December 1,
1971,  as of July 1, 1973,  as of June 1, 1974,  as of December  1, 1974,  as of
August 1, 1975, as of December 1, 1975, as of April 1, 1976, as of June 1, 1976,
as of July 1, 1976,  as of November  1, 1976,  as of November  30,  1977,  as of
December 1, 1977,  as of June 1, 1978,  as of June 1, 1979,  as of  September 1,
1984,  as of December 1, 1985,  as of December 1, 1986, as of May 1, 1989, as of
December  1, 1990,  as of March 1, 1992,  as of June 1, 1993,  as of November 1,
1995 and as of August 15,  1996,  respectively;  and the  Original  Indenture as
supplemented   and  amended  by  said   Supplemental   Indentures  and  by  this
Supplemental Indenture is hereinafter referred to as the "Mortgage"; and

      WHEREAS, the Original Indenture,  certain of said Supplemental  Indentures
and an Instrument of Resignation, Appointment and Acceptance dated as of October
27,  1995 among the  Company,  Bankers  Trust  Company and United  States  Trust
Company of New York have been duly recorded in mortgage  books in the respective
Offices of the  Recorders  of Deeds in and for the Counties of  Pennsylvania  in
which this Supplemental Indenture is to be recorded, and in the mortgage records
of Garrett County, Maryland; and


<PAGE>


      WHEREAS, the Mortgage provides for the issuance of bonds thereunder in one
or more  series,  the form of each  series  of bonds  and of the  coupons  to be
attached to the coupon bonds, if any, of each series to be  substantially in the
forms set forth therein with such  omissions,  variations  and insertions as are
authorized  or permitted by the Mortgage  and  determined  and  specified by the
Board of Directors of the Company; and

      WHEREAS,  the Company has entered into an  Indenture  dated as of April 1,
1999 (the "Original  Senior Note Indenture") with United States Trust Company of
New York,  as trustee (the "Senior Note  Trustee"),  as  heretofore  amended and
supplemented  by  Supplemental  Indenture  No.  1,  dated as of May 1, 2001 (the
"First Supplemental  Senior Note Indenture";  the Original Senior Note Indenture
as supplemented and amended by the First  Supplemental  Senior Note Indenture is
hereinafter  referred  to as the "Senior  Note  Indenture"),  providing  for the
issuance  of notes  thereunder  (the  "Senior  Notes")  from  time to time,  and
pursuant to the Senior Note  Indenture  the  Company has agreed,  under  certain
circumstances, to deliver to the Senior Note Trustee, as security for the Senior
Notes  outstanding  from time to time under the Senior  Notes  Indenture,  a new
series of bonds issued under the Mortgage; and

      WHEREAS,  for such  purposes the Company  desires to issue a new series of
bonds and by appropriate  corporate  action in conformity  with the terms of the
Mortgage has duly determined to create a separate  series of bonds,  which shall
be  designated  as  "First  Mortgage   Bonds,   Senior  Note  Series  due  2002"
(hereinafter  sometimes  referred to as the "Senior Note Series  Bonds"),  which
said Senior Note Series Bonds are to be  substantially  in the form set forth in
Article II hereof with the  insertion  of numbers,  denominations,  dated dates,
maturities,  redemption  prices and interest  rates as  determined in accordance
with the terms of the Mortgage; and

      WHEREAS,  the Senior Note Series  Bonds shall be issued and  delivered  to
United States Trust  Company of New York, as escrow agent (the "Escrow  Agent"),
pursuant to an Escrow Agreement, dated as of May 1, 2001, among the Company, The
Chase  Manhattan  Bank,  as  Administrative  Agent,  and the Escrow  Agent,  for
subsequent  delivery,  in the event certain  conditions  are  satisfied,  to the
Senior Note Trustee,  in connection with the execution and delivery of the First
Supplemental Senior Note Indenture; and

      WHEREAS,  all acts and things  prescribed  by law and by the  charter  and
by-laws of the Company  necessary  to make the Senior Note  Series  Bonds,  when
executed by the Company and  authenticated  by the  Trustee,  as in the Mortgage
provided,  valid, binding and legal obligations of the Company,  entitled in all
respects to the security of the Mortgage,  have been performed or will have been
performed prior to execution of such Senior Note Series Bonds by the Company and
authentication thereof by the Trustee; and

      WHEREAS,  provision  is made in  Sections  5.11 and 17.01 of the  Original
Indenture  for such  further  instruments  and  indentures  supplemental  to the
Original  Indenture  as  may be  necessary  or  proper  (a) to  carry  out  more
effectually the purposes of the Original Indenture;  (b) expressly to subject to
the lien of the Original  Indenture any property  acquired after the date of the


                                        2


<PAGE>


Original  Indenture and intended to be covered thereby,  with the same force and
effect as though included in the granting clauses thereof;  (c) to set forth the
terms and  provisions  of any  series of bonds to be issued and the forms of the
bonds and coupons,  if any, of such series;  (d) to add such further  covenants,
restrictions  or  conditions  for the  protection  of the  mortgaged and pledged
property  and the holders of bonds as the Board of  Directors of the Company and
the Trustee shall consider to be for the protection of the holders of bonds; and
(e) to cure any  ambiguity of the Original  Indenture  which shall not adversely
affect the interests of the holders of the bonds; and

      WHEREAS, the Company has acquired additional  property;  and it is desired
to add certain further covenants, restrictions and conditions for the protection
of the mortgaged  and pledged  property and the holders of bonds which the Board
of Directors of the Company and the Trustee consider to be for the protection of
the holders of bonds;  and the  Company  desires to issue the Senior Note Series
Bonds;  and the  Company and the Trustee  deem it  advisable  to enter into this
Supplemental  Indenture  for the  purposes of carrying  out the  purposes of the
Original Indenture,  of expressly subjecting  additional property to the lien of
the  Mortgage,  of setting  forth the terms and  provisions  of the Senior  Note
Series Bonds, and the form of the Senior Note Series Bonds, and of setting forth
such further covenants, restrictions and conditions; and

      WHEREAS,  it was  intended by the  execution  and delivery of the Original
Indenture  and the aforesaid  Supplemental  Indentures to subject to the lien of
the Original Indenture,  and to grant to the Trustee a security interest in, all
of the  property,  real,  personal  and  mixed,  then  owned by the  Company  or
thereafter  acquired  by the  Company,  as and to the extent set forth  therein,
subject to the provisions thereof, except such property as was therein expressly
excepted  and  excluded  from  the  lien and  operation  thereof;  and it is the
intention  of the  parties  hereto,  by  the  execution  and  delivery  of  this
Supplemental  Indenture,  to provide the Trustee with further assurances by also
creating in favor of the Trustee a security interest, pursuant to the provisions
of the Uniform  Commercial Code, in such of the aforesaid property as may by law
be  subjected to such a security  interest,  except such thereof as is expressly
excepted and excluded as aforesaid or herein; and

      WHEREAS,  the execution and delivery of this  Supplemental  Indenture have
been duly  authorized by the Board of Directors of the Company at a meeting duly
called and held according to law, and all conditions and requirements  necessary
to make this  Supplemental  Indenture a valid,  binding and legal  instrument in
accordance with its terms, for the purposes herein expressed,  and the execution
and delivery  hereof,  in the form and terms  hereof,  have been in all respects
duly authorized;

      NOW,  THEREFORE,  in order  further to secure the payment of the principal
and interest of all bonds  issued and to be issued under the Original  Indenture
and any indenture supplemental thereto,  including this Supplemental  Indenture,
according to their tenor,  purport and effect and the performance and observance
of all the covenants and conditions in said bonds and the Original Indenture and
indentures   supplemental  thereto,   including  this  Supplemental   Indenture,
contained,  and for and in  consideration  of the premises and of the sum of One


                                        3


<PAGE>


Dollar  ($1.00),  lawful money of the United  States of America,  to the Company
duly paid by the Trustee at or before the  unsealing  and delivery  hereof,  and
other valuable  consideration,  the receipt whereof is hereby acknowledged,  and
intending to be legally  bound  hereby,  the Company has executed and  delivered
this  Supplemental  Indenture,  and hath  granted,  bargained,  sold,  released,
conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and
granted a security interest therein, and by these presents doth grant,  bargain,
sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm,
and  grant  a  security  interest  therein,  subject  to the  provisions  of the
Mortgage,  unto United States Trust Company of New York, as Trustee,  and to its
successors in the trust and to its and their assigns forever, all the properties
of the Company described or mentioned below, that is to say:

      All property, real, personal and mixed, tangible and intangible,  owned by
the  Company  on the date of the  execution  hereof  or which  may be  hereafter
acquired by it (except such  property as is in the Original  Indenture or in any
indenture supplemental thereto, including this Supplemental Indenture, expressly
excepted from the lien and operation of the Original Indenture).

      The  property  covered  by  this  Supplemental   Indenture  shall  include
particularly,  among other property,  without prejudice to the generality of the
language  hereinbefore  or  hereinafter   contained,   the  following  described
property:

      All the electric generating stations,  station sites,  stations,  electric
reserve generating  stations,  substations,  substation sites, steam plants, hot
water plants,  hydro-electric  stations,  hydro-electric station sites, electric
transmission lines, electric  distribution systems,  steam distribution systems,
hot water distribution  systems,  regulator  stations,  regulator station sites,
office  buildings,  storeroom  buildings,  warehouse  buildings,  boiler houses,
plants,  plant sites, service plants, coal, other mineral land mining rights and
privileges,  coal storage  yards,  pole yards,  electric  works,  power  houses,
generators,   turbines,   boilers,  engines,   furnaces,   dynamos,   buildings,
structures,  transformers,  meters,  towers,  poles, tower lines,  cables,  pole
lines,  tanks,  storage holders,  regulators,  pipes,  pipe-lines,  mains,  pipe
fittings,  valves, drips, connections,  tunnels, conduits, gates, motors, wires,
switch racks, switches, brackets,  insulators, and all equipment,  improvements,
machinery,  appliances,  devices,  appurtenances,   supplies  and  miscellaneous
property  for  generating,  producing,  transforming,  converting,  storing  and
distributing  electric energy, steam and hot water,  together with all furniture
and fixtures located in the aforesaid buildings,  and all land on which the same
or any part thereof are situated;

      And all of the real estate, leases, leaseholds (except the last day of the
term of each lease and  leasehold),  and lands owned by the  Company,  including
land located on or adjacent to any river,  stream or other water,  together with
all flowage rights, flooding rights, water rights, riparian rights, dams and dam
sites and rights,  flumes,  canals,  races,  raceways,  head works and diversion
works;

      And  all  of the  municipal  and  other  franchises,  licenses,  consents,
ordinances, permits, privileges, rights, servitudes, easements and rights-of-way
and other  rights in or relating to real  estate or the  occupancy  of the same,
owned by the Company;

                                        4


<PAGE>


      And all of the other  property,  real,  personal  or  mixed,  owned by the
Company,  forming a part of any of the foregoing  property or used or enjoyed or
capable  of  being  used  or  enjoyed  in  connection  therewith  or in  anywise
appertaining thereto, whether developed or undeveloped,  or partially developed,
or whether now equipped and operating or not and wherever  situated,  and all of
the Company's right,  title and interest in and to the land on which the same or
any part thereof are situated or adjacent thereto;

      And  all  rights  for or  relating  to the  construction,  maintenance  or
operation of any of the  foregoing  property  through,  over,  under or upon any
public streets or highways or other lands, public or private;

      And (except as in the Original Indenture or in any indenture  supplemental
thereto,  including this  Supplemental  Indenture,  expressly  excepted) all the
right, title and interest of the Company presently held or hereafter acquired in
and to all other  property  of any of the  foregoing  kinds or any other kind or
nature  appertaining to and/or used and/or occupied and/or enjoyed in connection
with any property hereinbefore described;

      And all the  items of the  kinds  hereinabove  mentioned  including  those
thereof  now owned by the Company and those  thereof  hereafter  acquired by the
Company;

      Without limitation of the generality of the foregoing,  all of the parcels
of land and  interests  in land  situate as set forth in  Schedule  A,  attached
hereto and hereby made a part hereof,  and  buildings and  improvements  thereon
erected,  owned by the Company,  and whether used or not used in connection with
the Company's  operations,  all of which real estate was conveyed to the Company
or its  predecessors  in title as set forth by the conveyances set forth in said
Schedule  A to  which  conveyances  reference  is  made  for a  more  particular
description;

      Also all other land and the buildings  and  improvements  thereon  erected
hereafter acquired;

      TOGETHER  WITH  all  and  singular  the   tenements,   hereditaments   and
appurtenances  belonging or in anywise appertaining to the aforesaid property or
any part thereof, with the reversion and reversions, remainder or remainders and
(subject to the provisions of Section 9.01 of the Original Indenture) the tolls,
rents, revenues,  issues, earnings, income, product and profits thereof, and all
the estate, right, title and interest and claim whatsoever, at law as well as in
equity,  which  the  Company  now  has or may  hereafter  acquire  in and to the
aforesaid property and franchises and every part and parcel thereof.

      IT IS HEREBY  AGREED by the  Company  that all the  property,  rights  and
franchises  hereafter  acquired  by the  Company  (except  any  in the  Original
Indenture or in any indenture supplemental thereto,  including this Supplemental
Indenture,  expressly excepted) shall (subject to the provisions of Section 9.01
of the Original Indenture), to the extent permitted by law, be as fully embraced
within this  Supplemental  Indenture as if such property,  rights and franchises
were now owned by the Company and/or specifically  described herein and conveyed
hereby;

                                        5


<PAGE>


      PROVIDED  THAT,  in addition to the  reservations  and  exceptions  herein
elsewhere contained, any property hereinbefore mentioned which has been released
by the  Trustee  from the lien of the  Mortgage or disposed of by the Company in
accordance  with  the  provisions  of the  Mortgage  prior  to the  date  of the
execution and delivery of this Supplemental  Indenture,  and the following,  are
not and are not intended to be granted,  bargained,  sold,  released,  conveyed,
assigned, transferred, mortgaged, pledged, set over or confirmed hereunder or to
have a security interest created therein, and are hereby expressly excepted from
this  Supplemental  Indenture  and from the lien and  operation of the Mortgage,
viz.:  (1) cash and shares of stock and  certificates  or  evidence  of interest
therein and obligations (including bonds, notes and other securities) not in the
Original  Indenture or in any indenture  supplemental  thereto,  including  this
Supplemental Indenture, specifically pledged or covenanted so to be or deposited
or delivered hereunder or under any other supplemental indenture; (2) any goods,
wares,  merchandise,  equipment,  materials or supplies held or acquired for the
purpose of sale or resale in the usual course of business or for  consumption in
the operation of any properties of the Company,  and automobiles and trucks; and
(3) all judgments,  contracts,  accounts and chooses in action,  the proceeds of
which the Company is not  obligated  as in the  Original  Indenture  provided to
deposit with the Trustee  hereunder;  provided,  however,  that the property and
rights  expressly  excepted  from  this  Supplemental  Indenture  in  the  above
subdivisions  (2) and (3) shall (to the extent  permitted by law) cease to be so
excepted,  in the event that the  Trustee or a  receiver  or trustee  shall take
possession  of the  mortgaged  and pledged  property  in the manner  provided in
Article X of the Original Indenture,  by reason of the occurrence of a completed
default, as defined in said Article X of the Original Indenture;

      TO HAVE  AND TO HOLD  all  such  properties,  real,  personal  and  mixed,
granted, bargained, sold, released, conveyed, assigned, transferred,  mortgaged,
pledged,  set  over or  confirmed,  or in  which a  security  interest  has been
granted, by the Company as aforesaid, or intended so to be, unto the Trustee and
its successors in the trust created in the Original  Indenture and its and their
assigns forever;

      SUBJECT, HOWEVER, to the reservations, exceptions, conditions, limitations
and  restrictions  contained in the several  deeds,  servitudes,  franchises and
contracts or other instruments  through which the Company acquired and/or claims
title to and/or enjoys the use of the properties  mentioned  above;  and subject
also to such servitudes,  easements,  rights and privileges in, over, on, and/or
through said  properties as have been granted to other persons prior to the date
of the execution and delivery of this Supplemental  Indenture;  and subject also
to encumbrances of the character in the Original  Indenture defined as "excepted
encumbrances"  insofar  as the same may attach to any of the  property  embraced
herein;

      IN  TRUST  NEVERTHELESS  upon  the  terms,   trusts,   uses  and  purposes
specifically set forth in the Mortgage;

      AND IT IS HEREBY FURTHER  COVENANTED  AND AGREED,  and the Company and the
Trustee have mutually agreed, in consideration of the premises, as follows:

                                        6


<PAGE>


                                    ARTICLE I

                              SENIOR NOTE SERIES BONDS

      SECTION  1.01.  Creation of Senior Note Series Bonds.  The Company  hereby
                      ------------------------------------
creates a series of bonds to be issued under and secured by the Mortgage,  to be
designated and to be  distinguished  from bonds of all other series by the title
"First  Mortgage  Bonds,  Senior Note Series due 2002." The aggregate  principal
amount of the Senior Note Series Bonds which may be initially  authenticated and
delivered   shall  be   limited  to  Four   Hundred   Twenty   Million   Dollars
($420,000,000),  shall  mature on February 1, 2002 and shall be issued only as a
single  registered  bond  without  coupons.  The serial  numbers of bonds of the
Senior Note Series  Bonds shall be such as may be approved by any officer of the
Company,  the  execution  thereof  by any such  officer  either  manually  or by
facsimile  signature to be  conclusive  evidence of such  approval.  Senior Note
Series  Bonds shall bear  interest at a rate of 6% per annum,  payable  upon the
maturity or the redemption  thereof.  Except as provided in Sections 2.03, 2.04,
2.05,  8.03 and 17.04 of the  Original  Indenture,  no Senior Note Series  Bonds
shall be authenticated and delivered after such initial issue.

      SECTION 1.02.  Dating of Senior Note Series Bonds. Each Senior Note Series
                     ----------------------------------
Bond shall be dated the date of its authentication.

      SECTION  1.03.  Payment of Principal  and  Interest.  The principal of and
                      -----------------------------------
interest  on any  Senior  Note  Series  Bond shall be  payable,  in such coin or
currency  of the United  States of  America  as at the time of payment  shall be
legal tender for the payment of public and private  debts,  and shall be payable
at the office or agency of the Company in the Borough of Manhattan,  The City of
New York.  Interest  on the Senior  Note  Series  Bonds shall be computed on the
basis of a 360-day year consisting of twelve 30-day months.

      The obligation of the Company to pay the principal of and accrued interest
on the Senior Note Series Bonds at or after  maturity or redemption (x) shall be
deemed to have  been  satisfied  and  discharged  in full in the event  that all
amounts  then due in  respect of the  Senior  Notes  shall have been paid or (y)
shall be deemed to remain unsatisfied in an amount equal to the aggregate amount
then due in respect of the Senior  Notes and  remaining  unpaid  (not in excess,
however, of the amount otherwise then due in respect of principal of and accrued
interest on the Senior Note Series Bonds);

      The  Trustee  may at anytime  and all times  conclusively  assume that the
obligation  of the Company to make payments with respect to the principal of and
interest on the Senior Note Series  Bonds,  so far as such  payments at the time
have become due, has been fully  satisfied and  discharged  unless and until the
Trustee shall have received a written notice from the Senior Note Trustee signed
by one of its officers  stating (i) that timely  payment of, or interest on, the
Senior Notes has not been so made, (ii) that the Company is in arrears as to the
payments  required to be made by it to the Senior Note  Trustee  pursuant to the
Senior Note Indenture, and (iii) the amount of the arrearage.

                                        7


<PAGE>


      SECTION 1.04.  Registration of Senior Note Series Bonds.  Each Senior Note
                     ----------------------------------------
Series Bond is to be issued to and registered in the name of United States Trust
Company of New York, as the Senior Note Trustee, or a successor trustee thereto,
under the Senior Note Indenture to secure any and all obligations of the Company
under the Senior  Notes  from time to time  outstanding  under the  Senior  Note
Indenture.

      SECTION  1.05.  Transferability  and  Assignability  of Senior Note Series
                      ----------------------------------------------------------
Bonds.  Except (i) as required to effect an  assignment  to a successor  Trustee
-----
under the Senior Note  Indenture,  (ii)  pursuant  to Section  4.03 of the First
Supplemental  Indenture, or (iii) in compliance with a final order of a court of
competent  jurisdiction  in connection  with any  bankruptcy  or  reorganization
proceeding  of the Company,  the Senior Note Series Bonds are not  transferable.
The Senior Note Series Bonds shall be exchangeable for other registered bonds of
the same series and for the same aggregate  principal  amount, in the manner and
upon the conditions prescribed in the Mortgage, upon the surrender of such bonds
at the office or agency of the Company in the Borough of Manhattan,  The City of
New York. The Company covenants and agrees that, notwithstanding Section 2.03 of
the Original Indenture, it will not charge any sum for or in connection with any
exchange or transfer of any Senior Note Series Bond, but may require the payment
of a sum  sufficient  to cover  any tax or taxes or other  governmental  charges
incident to any exchange, transfer or registration thereof.

      SECTION  1.06.  Redemption  of Senior Note Series  Bonds.  (a) Senior Note
                      ----------------------------------------
Series Bonds shall not be  redeemable  except the Senior Note Series Bonds shall
be immediately  redeemable at a redemption price of 100% of the principal amount
thereof,  plus interest accrued to the redemption date, in whole, upon a written
demand for  redemption by the Senior Note Trustee  stating that the principal of
all Senior  Notes then  outstanding  under the Senior Note  Indenture  have been
declared to be  immediately  due and payable  pursuant to the  provisions of the
first sentence of Section 7.01(a) thereof.

      Senior  Note  Series  Bonds are not  redeemable  by the  operation  of the
improvement  fund or the maintenance and replacement  provisions of the Mortgage
or with the proceeds of released property.

      SECTION 1.07.  Release Date and Surrender.  As provided in Section 4.06 of
                     --------------------------
the  First  Supplemental  Indenture,  from  and  after  the  Release  Date,  the
obligations of the Company with respect to the principal of, and interest on the
Senior Note Series Bonds shall be deemed to be  satisfied  and  discharged,  the
Senior  Note Series  Bonds shall cease to secure in any manner any Senior  Notes
theretofore  or  subsequently  issued  under the  Senior  Note  Indenture,  and,
pursuant to Section 4.03 of the First  Supplemental  Indenture,  the Senior Note
Trustee shall forthwith  deliver the Senior Note Series Bonds to the Company for
cancellation.

      Upon the  surrender for  cancellation,  at any time, of Senior Note Series
Bonds by the Senior Note Trustee or the Escrow Agent to the Trustee,  the Senior
Note Series Bonds so surrendered  shall be deemed to be satisfied and discharged
and the  obligations of the Company  thereunder  shall be  terminated,  and such
Senior Note Series Bonds shall be cancelled by the Trustee and  delivered to the
Company.

                                        8


<PAGE>


                                   ARTICLE II

                      FORM OF THE SENIOR NOTE SERIES BONDS

      SECTION  2.01.  Form of Senior Note Series  Bonds.  The form of the Senior
                      ---------------------------------
Note Series Bonds and the Trustee's  authentication  certificate  to be endorsed
thereon  shall  be  substantially  as  follows,  the  maturity  date  or  dates,
denominations,  redemption prices and interest rates thereof to be appropriately
inserted.


                      [FORM OF SENIOR NOTE SERIES BONDS]

                          PENNSYLVANIA ELECTRIC COMPANY

               FIRST MORTGAGE BOND, SENIOR NOTE SERIES DUE 2002

                          $                     No.

      PENNSYLVANIA  ELECTRIC  COMPANY,  a  corporation  of the  Commonwealth  of
Pennsylvania  (hereinafter  called the "Company"),  for value  received,  hereby
promises to pay to United  States Trust Company of New York, as trustee under an
Indenture,  dated as of April 1, 1999  hereinafter  referred  to, or  registered
assigns,  _______________  Dollars on February  1, 2002,  unless this Bond shall
have been duly  called  for  previous  redemption  in whole and  payment  of the
redemption  price  shall have been duly made or  provided  for, at the office or
agency of the Company in the Borough of Manhattan, The City of New York, in such
coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private  debts,  and to pay to the
registered  holder hereof interest  thereon,  at said office or agency,  in like
coin or  currency,  at maturity  and upon  redemption,  at the rate or rates per
annum provided for in Section 1.01 of the  Supplemental  Indenture  amending and
supplementing the Mortgage,  dated as of May 1, 2001 between the Company and the
Trustee (the "Supplemental Indenture").

      This bond is one of an issue of bonds of the Company (hereinafter referred
to as the "bonds"),  not limited in principal amount,  issuable in series, which
different  series may mature at different  times, may bear interest at different
rates, and may otherwise vary as in the Mortgage hereinafter mentioned provided,
and is one of a series known as its First Mortgage Bonds, Senior Note Series due
2002  (herein  called the "Senior Note Series  Bonds"),  all bonds of all series
issued and to be issued under and equally and ratably secured (except insofar as
any  sinking  fund  or  analogous  fund,  established  in  accordance  with  the
provisions of the Mortgage hereinafter mentioned, may afford additional security
for the bonds of any particular series) by a Mortgage and Deed of Trust (herein,
together with any indentures  supplemental thereto, called the "Mortgage") dated
as of January 1, 1942, executed by the Company to UNITED STATES TRUST COMPANY OF

                                        9


<PAGE>


NEW YORK,  as successor  Trustee to BANKERS  TRUST  COMPANY  (herein  called the
"Trustee"),  to  which  reference  is made  for a  description  of the  property
mortgaged  and pledged,  the nature and extent of the  security,  the rights and
limitations  of rights of the holders of the bonds and of the Company in respect
thereof,  the rights,  duties and  immunities of the Trustee,  and the terms and
conditions  upon which the bonds are,  and are to be,  issued and  secured.  The
Senior Note Series Bonds are described in the Supplemental Indenture.

      Interest  on this bond shall be  computed  on the basis of a 360-day  year
consisting of twelve 30-day months.

      Under an Indenture  dated as of April 1, 1999, as heretofore  supplemented
by the  Supplemental  Indenture  No.  1,  dated as of May 1,  2001  (the  "First
Supplemental Senior Note Indenture")  (hereinafter  sometimes referred to as the
"Senior Note Indenture"), between the Company and United States Trust Company of
New York, as trustee  (hereinafter  sometimes called the "Senior Note Trustee"),
providing for the issuance of notes thereunder (the "Senior Notes") from time to
time, the Company has agreed,  under certain  circumstances to deliver this bond
to the Senior Note Trustee to secure equally and ratably any and all obligations
of the Company  under the Senior Notes from time to time  outstanding  under the
Senior Note Indenture.

      As  provided  in  Section  4.06  of the  First  Supplemental  Senior  Note
Indenture,  from and after the  Release  Date (as  defined  in the  Senior  Note
Indenture),  the  obligations  of the Company with respect to this bond shall be
deemed to be satisfied  and  discharged,  this bond shall cease to secure in any
manner any  senior  notes  outstanding  under the Senior  Note  Indenture,  and,
pursuant to Section 4.03 of the First  Supplemental  Senior Note Indenture,  the
Senior  Note  Trustee  shall  forthwith  deliver  this bond to the  Company  for
cancellation.

      The obligation of the Company to pay the principal of and accrued interest
on the bonds of this  series at or after  maturity  or  redemption  (x) shall be
deemed to have  been  satisfied  and  discharged  in full in the event  that all
amounts  then due in  respect of the  Senior  Notes  shall have been paid or (y)
shall be deemed to remain unsatisfied in an amount equal to the aggregate amount
then due in respect of the Senior Notes and  remaining  unpaid  interest (not in
excess, however, of the amount otherwise then due in respect of principal of and
accrued interest on the bonds of the series).

      The  Trustee  may at anytime  and all times  conclusively  assume that the
obligation  of the Company to make payments with respect to the principal of and
interest on the Senior Note Series  Bonds,  so far as such  payments at the time
have become due, has been fully  satisfied and  discharged  unless and until the
Trustee shall have received a written notice from the Senior Note Trustee signed
by one of its  officers  stating  (i) that  timely  payment  of, or  premium  or
interest on, the Senior  Notes,  has not been made,  (ii) that the Company is in
arrears as to the payments  required to be made by it to the Senior Note Trustee
pursuant to the Senior Note Indenture, and (iii) the amount of the arrearage.

                                       10


<PAGE>


      The Mortgage contains  provisions  permitting the Company and the Trustee,
with the consent of the holders of not less than  seventy-five  per centum (75%)
in  principal  amount of all the bonds at the time  outstanding  (determined  as
provided in the Mortgage) evidenced as in the Mortgage provided,  or in case the
rights under the Mortgage of the holders of bonds of one or more,  but less than
all, of the series of bonds outstanding shall be affected, then with the consent
of the  holders  of not less than  seventy-five  per centum  (75%) in  principal
amount of the bonds at the time  outstanding of the series affected  (determined
as provided in the Mortgage)  evidenced as in the Mortgage provided,  to execute
supplemental  indentures  adding any  provisions to or changing in any manner or
eliminating any of the provisions of the Mortgage or modifying in any manner the
rights of the holders of the bonds and coupons thereunto appertaining; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any bonds,  or reduce  the rate or extend  the time of  payment  of  interest
thereon,  or reduce the  principal  amount  thereof,  without the consent of the
holder of each bond so  affected,  or (ii) reduce the  aforesaid  percentage  of
bonds,  the holders of which are  required  to consent to any such  supplemental
indenture without the consent of the holders of all bonds then outstanding.  Any
such consent by the registered holder of this bond (unless  effectively  revoked
as provided in the Mortgage)  shall be  conclusive  and binding upon such holder
and upon all future  holders of this  bond,  irrespective  of whether or not any
notation of such waiver or consent is made upon this bond.

      No  reference  herein to the  Mortgage and no provision of this bond or of
the  Mortgage  shall alter or impair the  obligation  of the  Company,  which is
absolute and unconditional, to pay the principal of and interest on this bond at
the  time  and  place  and  at the  rate  and in the  coin  or  currency  herein
prescribed.

      The Senior Note Series Bonds are issuable  only in fully  registered  form
and shall be issued only as one single bond.

      The Senior  Note  Series  Bonds  shall be  redeemable  as  provided in the
Supplemental Indenture.

      The Mortgage  provides  that if the Company shall deposit with the Trustee
in trust for the purpose  funds  sufficient  to pay the  principal of all of the
bonds of any  series,  or such of the bonds of any series as have been or are to
be called for redemption, and premium, if any, thereon, and all interest payable
on such bonds to the date on which they become due and  payable,  at maturity or
upon  redemption  or otherwise,  and complies  with the other  provisions of the
Mortgage in respect thereof, then from the date of such deposit such bonds shall
no longer be entitled to any lien or benefit under the Mortgage.

      The  principal  hereof  may be  declared  or may  become  due prior to the
express date of the maturity hereof on the conditions,  in the manner and at the
time set forth in the Mortgage, upon the occurrence of a completed default as in
the Mortgage provided.

      This  bond  is not  transferable  except  (i) as  required  to  effect  an
assignment to a successor Trustee under the Senior Note Indenture, (ii) pursuant
to Section 4.03 of the First  Supplemental  Senior Note  Indenture,  or (iii) in

                                       11


<PAGE>


compliance with a final order of a court of competent jurisdiction in connection
with any bankruptcy or reorganization proceeding of the Company. This bond shall
be exchangeable  for other  registered bonds of the same series and for the same
aggregate principal amount, in the manner and upon the conditions  prescribed in
the  Mortgage,  upon the  surrender of such bonds at the office or agency of the
Company  in  the  Borough  of  Manhattan,   the  City  of  New  York.   However,
notwithstanding the provisions of Section 2.05 of the Mortgage,  no charge shall
be made upon any  registration  of  transfer or exchange of bonds of said series
other than for any tax or taxes or other governmental charge required to be paid
by the  Company.  The Company  and the  Trustee,  any paying  agent and any bond
registrar may deem and treat the person in whose name this bond is registered as
the absolute  owner hereof,  whether or not this bond shall be overdue,  for the
purpose of receiving  payment and for all other purposes and neither the Company
nor the Trustee nor any paying agent nor any bond registrar shall be affected by
any notice to the contrary.

      No recourse  shall be had for the payment of the  principal of or interest
on this bond, or for any claim based hereon,  or otherwise in respect hereof, or
based on or in respect of the Mortgage,  against any  incorporator  or any past,
present or future  subscriber  to the  capital  stock,  stockholder,  officer or
director,  as such,  of the  Company  or of any  successor  corporation,  either
directly or through the Company or any successor corporation,  under any rule of
law,  statute  or  constitution  or by  the  enforcement  of any  assessment  or
otherwise,  all such  liability  of  incorporators,  subscribers,  stockholders,
officers  and  directors,  as such,  being waived and released by the holder and
owner  hereof  by the  acceptance  of this bond and being  likewise  waived  and
released by the terms of the Mortgage.

      This bond shall not  become  valid or  obligatory  for any  purpose  until
UNITED STATES TRUST COMPANY OF NEW YORK, the Trustee under the Mortgage,  or its
successor  thereunder,  shall have  signed  the  certificate  of  authentication
endorsed hereon.

      IN WITNESS WHEREOF,  PENNSYLVANIA ELECTRIC COMPANY has caused this bond to
be signed in its name by the manual or facsimile  signature of its  President or
one of its Vice Presidents and its corporate seal, or a facsimile thereof, to be
affixed  hereto  and  attested  by the  manual  or  facsimile  signature  of its
Secretary or one of its Assistant Secretaries.

Dated:
                                PENNSYLVANIA ELECTRIC COMPANY


                                By
                                   ---------------------------------
                                      (Vice) President

Attest:


-----------------------
  (Assistant) Secretary

                                       12


<PAGE>



                       [FORM OF TRUSTEE'S CERTIFICATE]

                      TRUSTEE'S AUTHENTICATION CERTIFICATE

      This bond is one of the bonds of the series  herein  designated,  provided
for in the within-mentioned Mortgage.


                        UNITED STATES TRUST COMPANY OF NEW YORK

                        By: ____________________________________
                               Authorized Officer


                   [END OF FORM OF SENIOR NOTE SERIES BOND]

                                       13


<PAGE>


                                   ARTICLE III

                                  MISCELLANEOUS


      SECTION 3.01.  Covenants of the Company.  The Company covenants and agrees
                     ------------------------
that,  so long as any of the Senior  Note  Series  Bonds shall be secured by the
lien of the  Mortgage,  the  following  provisions  of the  following  aforesaid
Supplemental  Indentures  shall be  effective,  and the Company will observe and
perform  each and all of the  conditions  and of its  covenants  and  agreements
therein set forth, as if the Senior Note Series Bonds were specified therein:

      (a)  Section 1 of Article  II of the  Supplemental  Indenture  dated as of
November 1, 1949,  as amended by paragraph  (a) of Section 2.01 of Article II of
the Supplemental Indenture dated as of August 1, 1959.

      (b)  Section 2 of Article  II of the  Supplemental  Indenture  dated as of
November 1, 1949.

      (c) Section 1 of Article  III of the  Supplemental  Indenture  dated as of
October 1, 1951.

      (d) Section 2 of Article II of the supplemental Indenture dated as of June
1, 1953.  Subsection (D) thereof as heretofore amended is hereby further amended
to read as follows:

                        "(D) the  provisions  of this Section shall be effective
      only so long as any of the Senior Note Series Bonds shall be  outstanding,
      and may be  waived  by the  holders  of not  less  than  75% in  aggregate
      principal amount of all bonds specifically  entitled to the benefit of the
      covenants  set  forth  in this  Section  (which  need not  include  75% in
      principal amount of the then  outstanding  Senior Note Series Bonds or any
      other  series  of  bonds  specifically  entitled  to the  benefit  of such
      covenants),  outstanding  at the time of such  acquisition,  by a  consent
      given in writing or given at a meeting of the holders of the Senior  Notes
      Bank Bonds and such other bonds,  if any, held pursuant to the  applicable
      provisions of Article XVI of the Original Indenture. Moreover, none of the
      provisions  of  subsection  (B) of this Section shall be applicable to any
      acquisition of property  ordered,  approved or permitted by the Securities
      and Exchange Commission under the provisions of the Public Utility Holding
      Company Act of 1935 as then in force, or by any successor  regulatory body
      of the United States of America having jurisdiction in the premises."

      (e) Section 2 of Article II of the Supplemental  Indenture dated as of May
1, 1956.

                                       14


<PAGE>


      SECTION 3.02. Indemnification of Trustee. The Trustee shall be entitled to
                    --------------------------
rely  conclusively on each notice  delivered to it by the Senior Note Trustee or
the  Company  pursuant  to the  terms  of this  Supplemental  Indenture  for all
purposes under the Mortgage. The Trustee shall have no duty or responsibility to
the  Company or to the holder or holders of the Senior  Note  Series  Bonds from
time to time to  verify  independently  the  information  contained  in any such
notice or with respect to the  determinations  or calculations of interest which
may from  time to time or at any given  time be due on the  Senior  Note  Series
Bonds.

      SECTION 3.03. Table of Contents and titles of Articles not Part. The table
                    -------------------------------------------------
of contents and the titles of the Articles of this Supplemental  Indenture shall
not be deemed to be any part thereof.

      SECTION 3.04. Original Indenture Confirmed as Amended and Supplemented. As
                    --------------------------------------------------------
amended and supplemented by the aforesaid indentures supplemental thereto and by
this Supplemental Indenture,  the Original Indenture is in all respects ratified
and  confirmed  and  the  Original   Indenture  and  the  aforesaid   indentures
supplemental  thereto and this  Supplemental  Indenture shall be read, taken and
construed as one and the same instrument.

      SECTION 3.05. Execution in Counterparts. This Supplemental Indenture shall
                    -------------------------
be simultaneously  executed in several  counterparts,  and all such counterparts
executed and delivered,  each as an original,  shall  constitute but one and the
same instrument.

      The debtor and its mailing address are Pennsylvania Electric Company, 2800
Pottsville Pike,  Reading,  Pennsylvania 19605. The secured party and an address
of the secured party from which information concerning the security interest may
be obtained are United States Trust Company of New York, Trustee,  114 West 47th
Street, New York, New York 10036.

                                       15


<PAGE>


      IN WITNESS  WHEREOF,  PENNSYLVANIA  ELECTRIC  COMPANY,  party of the first
part,  has  caused  this  instrument  to be signed in its name and behalf by its
President or a Vice President, and its corporate seal to be hereunto affixed and
attested by its  Secretary or an Assistant  Secretary,  and UNITED  STATES TRUST
COMPANY OF NEW YORK,  party of the second part, has caused this instrument to be
signed  in its  name and  behalf  by a  President  or a Vice  President  and its
corporate  seal  to be  hereunto  affixed  and  attested  by an  Assistant  Vice
President  or an  Assistant  Secretary,  all as of the day and year first  above
written.


ATTEST:                            PENNSYLVANIA ELECTRIC COMPANY


                                   By:
-------------------                    --------------------------------
M.E. Gramlich                          T.G. Howson
Assistant Secretary                    Vice President


Signed, sealed and delivered by said            [CORPORATE  SEAL]
Pennsylvania  Electric
Company in the presence of:


-------------------------------------


-------------------------------------

                                       16


<PAGE>


ATTEST:                             UNITED STATES TRUST COMPANY OF
                                          NEW YORK


________________________________    By:___________________________
   Kevin Fox                           Louis P. Young
   Assistant Secretary                 Vice President



Signed,  sealed and  delivered  by said         [CORPORATE  SEAL]
United  States TrustCompany
of New York in the presence of:


-------------------------------------


-------------------------------------

                                       17


<PAGE>


STATE OF NEW JERSEY    :
                    ss.:
COUNTY OF MORRIS       :


      On this 26th day of April,  2001,  before me,  Barbara  E. Jost,  a Notary
Public for the State and County aforesaid,  the undersigned officer,  personally
appeared  T.G.  Howson,  who  acknowledged  himself  to be a Vice  President  of
Pennsylvania  Electric  Company,  a  corporation,  and  that  he  as  such  Vice
President,  being authorized to do so, executed the foregoing instrument for the
purposes therein  contained by signing the name of the corporation by himself as
Vice President.

      IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                    -------------------------------------
                                    Barbara E. Jost
                                    Notary Public of New Jersey
                                    My Commission Expires August 12, 2001



[NOTARIAL SEAL]

                                       18


<PAGE>


STATE OF NEW YORK             :
                              :  ss:
COUNTY OF NEW YORK            :


      On this 26th day of April, 2001, before me, Christine C. Collins, a Notary
Public for the State and County aforesaid,  the undersigned officer,  personally
appeared  Louis P. Young,  who  acknowledged  himself to be a Vice  President of
United States Trust Company of New York, a corporation, and that he as such Vice
President,  being authorized to do so, executed the foregoing instrument for the
purposes therein  contained by signing the name of the corporation by himself as
Vice President.

      IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                       -----------------------------------
                                       Christine C. Collins
                                       Notary Public, State of New York
                                       No. 03-4624735
                                       Qualified in Bronx County
                                       Certificate filed in New York County
                                       Commission Expires March 30, 2002


[NOTARIAL SEAL]

                                       19


<PAGE>


                            CERTIFICATE OF RESIDENCE

      United  States Trust  Company of New York,  Mortgagee  and Trustee  within
named,  hereby certifies that its precise  residence is 114 West 47th Street, in
the Borough of Manhattan, in the City of New York, in the State of New York.

                                    UNITED STATES TRUST COMPANY
                                      OF NEW YORK


                                    By:___________________________
                                          Vice President

                                       20


<PAGE>


                                   SCHEDULE A
                                   ----------

                      I. Greengarden Substation to EGS Line

      ALL that  certain  piece or parcel of land  situated  in the  Township  of
Millcreek,  County of Erie and Commonwealth of  Pennsylvania,  being part of the
South Gore Tract and being more  particularly  bounded and described as follows,
to-wit:

      BEGINNING  at the  northeasterly  corner of the  piece,  at a point in the
southerly line of West Grandview  Boulevard (60 foot  Right-of-Way),  said point
being located South 63 degrees,  22 minutes,  57 seconds West, a distance of 150
feet from a concrete monument located at the  northwesterly  corner of Lot 21 of
Wyngate  Subdivision  No. 1 as recorded  in Erie County  Court House Map Book 7,
page 29, said corner  also being the  northwesterly  corner of lands of Karen J.
Ziegler.

      THENCE South 26 degrees, 50 minutes, 50 seconds East, passing over an iron
pipe at a distance of 310 feet,  a total  distance of 593 feet to a rebar survey
point, and the southwesterly corner of said lands of Karen J. Zeigler;

      THENCE North 62 degrees,  49 minutes,  41 seconds East along the southerly
line of said lands of Karen J. Zeigler, a distance of 150 feet to an iron pipe;

      THENCE  South 26 degrees,  50 minutes,  50 seconds East along the westerly
line of Wyngate  Subdivision  Nos. 2, 3 and 4 as  recorded in Erie County  Court
House Map Books 7, 7, 8, pages 50, 112 and 39 respectively, passing over an iron
survey point at a distance of 318.64 feet, a total  distance of 603.69 feet to a
point;

      THENCE South 64 degrees,  13 minutes,  37 seconds West along the northerly
line of lands of David F. Bayer and Kathleen  Banko a distance of 184.48 feet to
a rebar survey point;

      THENCE  North 26 degrees,  09 minutes,  17 seconds West along the easterly
line of Interstate Route 0079 a distance of 1192.55 feet to a rebar survey point
in the southerly line of West Grandview Boulevard;

      THENCE North 63 degrees,  22 minutes,  57 seconds East along the southerly
line of West Grandview  Boulevard,  a distance of 20.03 feet to an iron pipe and
the place of beginning.

      Containing  122,  769  square  feet or 2.818  acres of land  therein,  net
measure.

      The description of the property  referenced above was prepared pursuant to
a survey by John Bradley Laird, P.L.S.

      Said property bears Erie County Tax Index No. (33) 97-665-1.

                                       A-1


<PAGE>


                        II. The Gore Junction Substation

      All that certain piece or parcel of land, situate in the South Gore Tract,
Millcreek Township, Erie County,  Pennsylvania,  being Lot "B" on a map entitled
"Plot of  Survey of the Land of  Pastore/GPU  Energy  Subdivision",  by Henry T.
Welka  Associates,  dated  January 12, 1999 and  recorded  April 1, 1999 as Erie
County Map Number  1999-69,  and being more  particularly  described as follows,
to-wit:  BEGINNING at the northwesterly corner of the piece herein described, as
a Point marked by a monument  found in the easterly line of Lot 79 as shown on a
map entitled "Plot of Survey for Pleasant Valley Subdivision No. 4", by Henry T.
Welka Associates,  dated June 25, 1992,  revised September 29, 1993 and recorded
October 26, 1993 as Erie County Map Number  1993-255,  said point being South 25
Degrees 57 Minutes 52 Seconds  East,  a distance of 100 feet along the  easterly
line of Lot 79 from a monument found at its northeasterly  corner;  thence North
64  Degrees  02  Minutes  08  Seconds  East,  along the  residue of the lands of
Pennsylvania  Electric Company d/b/a GPU Energy (Erie County Deed Book 854, page
123), and also along the southerly line of Lot "A" as shown on said  subdivision
of Pastore/GPU Energy, in all 150.00 feet to a point; thence South 25 Degrees 57
Minutes 52 Seconds  East,  along the  residue of the lands of Paul,  Anthony and
Donald  Pastore  (Erie County  Record Book 320,  page 917 and Erie County Record
Book 451 page 1567),  95.88 feet to a point;  thence South 64 Degrees 26 Minutes
11 Seconds West,  along the southerly line of the South Gore Tract,  150.00 feet
to a point;  thence  North 25 Degrees 57  Minutes  52  Seconds  West,  along the
easterly line of said Lot 79, 94.83 feet to the point of  beginning.  Containing
14,296 square feet (0.328 acre) of land. Being currently known and designated as
part of Erie County Tax Index No. (33) 96-414-5.

                                       A-2


<PAGE>


                 I. GESG 115 KV Line - South Gore Tract No. I

      ALL that  certain  piece or parcel of land  situated  in the  Township  of
Millcreek,  County of Erie and Commonwealth of  Pennsylvania,  being part of the
South Gore Tract and being more  particularly  bounded and described as follows,
to-wit:

      BEGINNING  at the  northeasterly  corner of the  piece,  at a point in the
southerly line of West Grandview  Boulevard (60 foot  Right-of-Way),  said point
being located South 63 degrees,  22 minutes,  57 seconds West, a distance of 150
feet from a concrete monument located at the  northwesterly  corner of Lot 21 of
Wyngate  Subdivision  No. 1 as recorded  in Erie County  Court House Map Book 7,
page 29, said corner  also being the  northwesterly  corner of lands of Karen J.
Ziegler.

      THENCE South 26 degrees, 50 minutes, 50 seconds East, passing over an iron
pipe at a distance of 310 feet,  a total  distance of 593 feet to a rebar survey
point, and the southwesterly corner of said lands of Karen J. Zeigler;

      THENCE North 62 degrees,  49 minutes,  41 seconds East along the southerly
line of said lands of Karen J. Zeigler, a distance of 150 feet to an iron pipe;

      THENCE  South 26 degrees,  50 minutes,  50 seconds East along the westerly
line of Wyngate  Subdivision  Nos. 2, 3 and 4 as  recorded in Erie County  Court
House Map Books 7, 7, 8, pages 50, 112 and 39 respectively, passing over an iron
survey point at a distance of 318.64 feet, a total  distance of 603.69 feet to a
point;

      THENCE South 64 degrees,  13 minutes,  37 seconds West along the northerly
line of lands of David F. Bayer and Kathleen  Banko a distance of 184.48 feet to
a rebar survey point;

      THENCE  North 26 degrees,  09 minutes,  17 seconds West along the easterly
line of Interstate Route 0079 a distance of 1192.55 feet to a rebar survey point
in the southerly line of West Grandview Boulevard;

      THENCE North 63 degrees,  22 minutes,  57 seconds East along the southerly
line of West Grandview  Boulevard,  a distance of 20.03 feet to an iron pipe and
the place of beginning.

      Containing  122,  769  square  feet or 2.818  acres of land  therein,  net
measure.

      The description of the property  referenced above was prepared pursuant to
a survey by John Bradley Laird, P.L.S.

      Said property bears Erie County Tax Index No. (33) 97-665-1.

                                       A-3


<PAGE>


                II. GESG 115 KV Line - South Gore Tract No. II

      All that certain piece or parcel of land, situate in the South Gore Tract,
Millcreek Township, Erie County,  Pennsylvania,  being Lot "B" on a map entitled
"Plot of  Survey of the Land of  Pastore/GPU  Energy  Subdivision",  by Henry T.
Welka  Associates,  dated  January 12, 1999 and  recorded  April 1, 1999 as Erie
County Map Number  1999-69,  and being more  particularly  described as follows,
to-wit:  BEGINNING at the northwesterly corner of the piece herein described, as
a Point marked by a monument  found in the easterly line of Lot 79 as shown on a
map entitled "Plot of Survey for Pleasant Valley Subdivision No. 4", by Henry T.
Welka Associates,  dated June 25, 1992,  revised September 29, 1993 and recorded
October 26, 1993 as Erie County Map Number  1993-255,  said point being South 25
Degrees 57 Minutes 52 Seconds  East,  a distance of 100 feet along the  easterly
line of Lot 79 from a monument found at its northeasterly  corner;  thence North
64  Degrees  02  Minutes  08  Seconds  East,  along the  residue of the lands of
Pennsylvania  Electric Company d/b/a GPU Energy (Erie County Deed Book 854, page
123), and also along the southerly line of Lot "A" as shown on said  subdivision
of Pastore/GPU Energy, in all 150.00 feet to a point; thence South 25 Degrees 57
Minutes 52 Seconds  East,  along the  residue of the lands of Paul,  Anthony and
Donald  Pastore  (Erie County  Record Book 320,  page 917 and Erie County Record
Book 451 page 1567),  95.88 feet to a point;  thence South 64 Degrees 26 Minutes
11 Seconds West,  along the southerly line of the South Gore Tract,  150.00 feet
to a point;  thence  North 25 Degrees 57  Minutes  52  Seconds  West,  along the
easterly line of said Lot 79, 94.83 feet to the point of  beginning.  Containing
14,296 square feet (0.328 acre) of land. Being currently known and designated as
part of Erie County Tax Index No. (33) 96-414-5.

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